Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, A

Item 1.01. Entry into a Material Definitive Agreement

On May 1, 2014, JetPay Corporation (the "Company") entered into a Securities
Purchase Agreement with Ithan Creek Master Investors (Cayman) L.P.
("Wellington") pursuant to which the Company agreed to sell to Wellington, upon
the satisfaction of certain conditions, up to 9,000 shares of Series A-1
Convertible Preferred Stock, par value $0.001 ("Series A-1Preferred") for an
aggregate purchase price of up to $2,700,000. In addition, the Series A-1
Preferred will be convertible into shares of the Company's common stock, par
value $0.001 ("Common Stock") or, in certain circumstances, Series A-2
Convertible Preferred Stock, par value $0.001 per share ("Series A-2
Preferred"). The conversion into Common Stock would be equal to the number of
shares of Series A-1 Preferred being converted multiplied by $300 and divided by
the then-applicable conversion price, which initially will be $3.00. The
conversion price of the Series A-1 Preferred is subject to downward adjustment
in the future upon the occurrence of certain dilutive events, should they occur.
The following discussion of the Securities Purchase Agreement provides only a
summary of the material terms and conditions of the Securities Purchase
Agreement and is qualified in its entirety to the full text of the Securities
Purchase Agreement Company which is attached hereto as Exhibit 4.1 and is
incorporated herein by reference.

The Preferred Stock Purchase

Following the initial purchase and sale of 2,250 shares of Series A-1 Preferred,
at any time when Flexpoint Fund II, L.P. ("Flexpoint") purchases Series A
Preferred Stock, par value $0.001 per share ("Series A Preferred"), Wellington
will have the option, but not the obligation, to purchase up to the number of
shares of Series A-1 Preferred equal to 6.75% of the number of shares of Series
A Preferred purchased by Flexpoint. All shares of Series A-1 Preferred Stock
have a purchase price of $300 per share. As a result of the purchase by
Flexpoint of $1.4 million of Series A Preferred on April 14, 2014, Wellington
exercised its option to purchase an additional 315 shares of Series A-1
Preferred Stock at the initial closing, which such amount represented 6.75% of
the Flexpoint's purchase on April 14, 2014.

Restrictions on Transfer

Subject to certain exceptions, Wellington is prohibited from transferring any
shares of Series A-1 Preferred, shares of Series A-2 Preferred or shares of
Common Stock, into which such shares of Series A-1 Preferred or Series A-2
Preferred are converted, until January 1, 2015.

Representations and Warranties

The Securities Purchase Agreement contains representations and warranties by the
Company relating to, among other things, the Company's corporate organization
and capitalization, the due authorization of the Securities Purchase Agreement
and the transactions contemplated thereby, the Company's filings with the
Securities and Exchange Commission, including the financial statements included
therein, litigation, environmental compliance, taxes, insurance, employee
benefits, the absence of undisclosed liabilities, the absence of a material
adverse change in the Company's business since December 31, 2012, internal
controls, compliance with laws and permits and the absence of conflicts and
third party approval rights in connection with the transactions contemplated by
the Securities Purchase Agreement.

Survival and Indemnification

Other than certain fundamental representations which survive for the applicable
statute of limitations, Wellington's and the Company's representations and
warranties survive for 18 months after the applicable closing in which such
representations and warranties were made. The Company has agreed to indemnify
Wellington for any breaches of the Company's representations and warranties,
certain specified matters and for any breaches of the Company's covenants in the
Securities Purchase Agreement. Other than with respect to breaches of certain
fundamental representations, Wellington is only entitled to indemnification for
breaches of the Company's representations and warranties if the cumulative
damages from any breaches exceed greater of $100,000, and Wellington is not
entitled to indemnification for any damages in excess of the aggregate purchase
price for Series A-1 Preferred purchased pursuant to the Securities Purchase
Agreement. Any amounts that Wellington is entitled to as a result of the
Company's indemnification obligations are structured as a reduction in the
conversion price of the Series A-1 Preferred based on the diminution in
pre-money equity value of the Common Stock as a result of the breach, other than
with respect to breaches of the Company's covenants, with respect to which
Wellington can elect to receive in cash.

Registration Rights

In connection with the consummation of the Securities Purchase Agreement, the
Company granted the holders of the Series A-1 Preferred unlimited "piggy-back"
registration rights, subject to certain exceptions. In all cases, the Company is
obligated to reimburse the holders of Series A-1 Preferred for their expenses
incurred with such registration.

Certificate of Designation of Preferred Stock

General

The Series A-1 Preferred will be convertible into shares of the Company's Common
Stock at the ratio described below. The Series A-1 Preferred has no stated
maturity; however, the shares of Series A-1 Preferred are subject to redemption
by the Company and may be required to be redeemed by the holders in certain
circumstances as described below. The following description of the Certificate
of Designation of Series A-1 Preferred Stock is qualified in its entirety by
reference to the full text of the form of Certificate of Designation of Series
A-1 Preferred Stock, which is attached as an Exhibit 3.1 and is incorporated by
reference herein.

Ranking

The Series A-1 Preferred will have an initial liquidation preference of $600 per
share and will rank senior to the Company's Common Stock and pari passu with the
Series A Preferred purchased by Flexpoint with respect to distributions of
assets upon the Company's liquidation, dissolution or winding up. The shares of
Series A-1 Preferred will be equity interests and will not constitute
indebtedness. In the event of bankruptcy, liquidation, dissolution,
reorganization or similar proceeding with respect to us, indebtedness will
effectively rank senior to the Series A-1 Preferred, and the holders of
indebtedness will be entitled to the satisfaction of any amounts owed to them
prior to the payment of the then applicable liquidation preference of any
capital stock, including the Series A-1 Preferred.

Liquidation Rights

If the Company voluntarily or involuntarily liquidates, dissolves or winds up
its affairs or undergoes a change of control, each holder of the Series
A-1Preferred will be entitled to receive out of the Company's assets available
for distribution to stockholders, after satisfaction of liabilities to
. . .

Item 3.02. Unregistered Sales of Equity Securities

On May 5, 2014, the Company issued 2,565 shares of Preferred Stock to Wellington
for an aggregate of $769,500, less certain agreed-upon reimbursable expenses of
Wellington. The information set forth in Item 1.01 above is incorporated by
reference herein.

Based upon certain representations of Wellington made in the Securities Purchase
Agreement, the issuance of the Series A-1 Preferred to Wellington was
consummated in reliance upon Rule 506 of Regulation D of the Securities Act of
1933, as amended.

Item 5.03 Amendments to Articles of Incorporation or Bylaws

On May 5, 2014, the Company filed the Certificate of Designation of Series A-1
Convertible Preferred Stock and the Certificate of Designation of Series A-2
Convertible Preferred Stock with the Secretary of State of the State of
Delaware, copies of which are attached hereto as Exhibits 3.1 and 3.2,
respectively and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description
3.1 Certificate of Designation of Series A-1 Convertible Preferred
Stock
3.2 Certificate of Designation of Series A-2 Convertible Preferred
Stock
4.1 Securities Purchase Agreement, dated as of May 1, 2014, by and
between the Company and Wellington.